10-Q 1 f10q_093007-0262.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2007

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________.

 

Commission File No. 1-31655

 

IBT Bancorp, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Pennsylvania

 

25-1532164

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

309 Main Street, Irwin, Pennsylvania

 

15642

 

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(724) 863-3100

(Registrant’s telephone number, including area code)

 

 

NA

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes    o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      o Yes x No

 

Number of shares of Common Stock outstanding as of November 5, 2007:           5,852,924


IBT BANCORP, INC.

Quarterly Report on Form 10Q

For Quarter Ended September 30, 2007

 

Contents

 

 

 

Pages

PART I - FINANCIAL INFORMATION

 

 

 

 

 

Item 1.         Financial Statements

 

2

 

 

 

Consolidated balance sheets (unaudited) at September 30, 2007 and December 31, 2006

 

2

 

 

 

Consolidated statements of income (unaudited) for the three and nine months ended September 30, 2007 and 2006

 

3

 

 

 

Consolidated statements of cash flows (unaudited) for the nine months ended September 30, 2007 and 2006

 

4

 

 

 

Notes to consolidated financial statements

 

5

 

 

 

Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

7

 

 

 

Item 3.         Quantitative and Qualitative Disclosures About Market Risk

 

14

 

 

 

Item 4.         Controls and Procedures

 

14

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

Item 1.         Legal Proceedings

 

15

 

 

 

Item 1A.     Risk Factors

 

15

 

 

 

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds

 

15

 

 

 

Item 3.        Defaults upon Senior Securities

 

16

 

 

 

Item 4.        Submission of Matters to a Vote of Security-Holders

 

16

 

 

 

Item 5.        Other Information

 

16

 

 

 

Item 6.        Exhibits

 

17

 

 

 

Signatures

 

18

 

 


CONSOLIDATED BALANCE SHEETS

IBT BANCORP, INC.  AND SUBSIDIARY

 

 

 

 

 

September 30, 2007

 

 

 

December 31, 2006

 

 

 

 

 

 

 

(unaudited)

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

 

$

21,275,133

 

 

 

$

19,317,614

 

 

 

Interest-bearing deposits in banks

 

 

 

 

13,283

 

 

 

 

637,034

 

 

 

Certificates of deposit

 

 

 

 

100,000

 

 

 

 

100,000

 

 

 

Securities available for sale

 

 

 

 

238,693,255

 

 

 

 

221,249,369

 

 

 

Federal Home Loan Bank stock, at cost

 

 

 

 

5,128,300

 

 

 

 

5,196,800

 

 

 

Loans, net

 

 

 

 

480,714,634

 

 

 

 

467,720,508

 

 

 

Premises and equipment, net

 

 

 

 

5,211,537

 

 

 

 

5,281,385

 

 

 

Other assets

 

 

 

 

22,688,293

 

 

 

 

21,459,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

 

$

773,824,435

 

 

 

$

740,961,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing

 

 

 

$

84,272,058

 

 

 

$

85,553,753

 

 

 

Interest-bearing

 

 

 

 

496,236,491

 

 

 

 

486,918,461

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total deposits

 

 

 

 

580,508,549

 

 

 

 

572,472,214

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase agreements

 

 

 

 

57,827,605

 

 

 

 

27,416,559

 

 

 

Accrued interest and other liabilities

 

 

 

 

5,846,828

 

 

 

 

6,082,279

 

 

 

FHLB advances

 

 

 

 

66,755,954

 

 

 

 

72,409,643

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

710,938,936

 

 

 

 

678,380,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital stock, par value $1.25 per share, 50,000,000 shares authorized, 5,965,119 shares issued, 5,852,924 and 5,882,640 shares outstanding at September 30, 2007 and December 31, 2006, respectively

 

 

 

 

7,456,399

 

 

 

 

7,456,399

 

 

 

Retained earnings

 

 

 

 

60,541,824

 

 

 

 

58,970,791

 

 

 

Accumulated other comprehensive income (loss)

 

 

 

 

(1,605,344

)

 

 

 

(904,723

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

66,392,879

 

 

 

 

65,522,467

 

 

 

Less: Treasury stock, at cost

 

 

 

 

(3,507,380

)

 

 

 

(2,941,407

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

 

 

62,885,499

 

 

 

 

62,581,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

 

 

 

$

773,824,435

 

 

 

$

740,961,755

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

2

 


CONSOLIDATED STATEMENTS OF INCOME

IBT BANCORP, INC.  AND SUBSIDIARY

 

 

 

 

 

 

Three Months Ended September 30,

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

2007

 

 

 

2006

 

 

 

2007

 

 

 

2006

 

 

 

 

 

(unaudited)

 

 

 

(unaudited)

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

 

 

$

8,328,180

 

 

 

$

7,889,433

 

 

 

$

24,403,919

 

 

 

$

22,595,515

 

Investment securities

 

 

 

 

2,951,600

 

 

 

 

2,466,830

 

 

 

 

8,464,546

 

 

 

 

7,021,358

 

Federal funds sold

 

 

 

 

3,305

 

 

 

 

2,341

 

 

 

 

10,076

 

 

 

 

31,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

 

 

 

11,283,085

 

 

 

 

10,358,604

 

 

 

 

32,878,541

 

 

 

 

29,648,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

4,276,751

 

 

 

 

3,502,774

 

 

 

 

12,531,592

 

 

 

 

9,536,002

 

FHLB advances

 

 

 

 

817,102

 

 

 

 

840,009

 

 

 

 

2,417,292

 

 

 

 

2,469,687

 

Repurchase agreements

 

 

 

 

593,412

 

 

 

 

404,585

 

 

 

 

1,344,513

 

 

 

 

928,108

 

Federal funds purchased

 

 

 

 

-

 

 

 

 

105,795

 

 

 

 

-

 

 

 

 

322,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest expense

 

 

 

 

5,687,265

 

 

 

 

4,853,163

 

 

 

 

16,293,397

 

 

 

 

13,256,769

 

Net Interest Income

 

 

 

 

5,595,820

 

 

 

 

5,505,441

 

 

 

 

16,585,144

 

 

 

 

16,391,960

 

Provision for Loan Losses

 

 

 

 

250,000

 

 

 

 

350,000

 

 

 

 

750,000

 

 

 

 

1,200,000

 

Net Interest Income after Provision for Loan Losses

 

 

 

 

5,345,820

 

 

 

 

5,155,441

 

 

 

 

15,835,144

 

 

 

 

15,191,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service fees

 

 

 

 

973,914

 

 

 

 

983,985

 

 

 

 

2,815,355

 

 

 

 

2,787,939

 

Investment security gains

 

 

 

 

-

 

 

 

 

316,949

 

 

 

 

1,361

 

 

 

 

896,791

 

Investment security losses

 

 

 

 

-

 

 

 

 

(62,898

)

 

 

 

(42,052

)

 

 

 

(119,998

)

Increase in cash surrender value of life insurance

 

 

 

 

120,696

 

 

 

 

119,572

 

 

 

 

357,617

 

 

 

 

333,205

 

Debit card fees

 

 

 

 

234,582

 

 

 

 

204,242

 

 

 

 

688,169

 

 

 

 

612,598

 

Trust fees

 

 

 

 

123,395

 

 

 

 

98,009

 

 

 

 

381,909

 

 

 

 

300,649

 

Other income

 

 

 

 

271,309

 

 

 

 

279,809

 

 

 

 

818,599

 

 

 

 

831,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income

 

 

 

 

1,723,896

 

 

 

 

1,939,668

 

 

 

 

5,020,958

 

 

 

 

5,642,770

 

Other Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries

 

 

 

 

1,591,615

 

 

 

 

1,578,087

 

 

 

 

4,766,406

 

 

 

 

4,711,455

 

Pension and other employee benefits

 

 

 

 

694,761

 

 

 

 

640,470

 

 

 

 

1,981,627

 

 

 

 

1,743,542

 

Occupancy expense

 

 

 

 

453,760

 

 

 

 

428,976

 

 

 

 

1,254,716

 

 

 

 

1,239,372

 

Data processing expense

 

 

 

 

239,101

 

 

 

 

277,117

 

 

 

 

749,941

 

 

 

 

817,909

 

Pennsylvania shares tax

 

 

 

 

157,534

 

 

 

 

164,355

 

 

 

 

478,017

 

 

 

 

479,494

 

Advertising expense

 

 

 

 

118,370

 

 

 

 

117,915

 

 

 

 

409,972

 

 

 

 

285,311

 

Debit card expense

 

 

 

 

152,457

 

 

 

 

149,855

 

 

 

 

449,872

 

 

 

 

433,043

 

Other expenses

 

 

 

 

1,054,428

 

 

 

 

918,683

 

 

 

 

3,018,054

 

 

 

 

2,820,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other expenses

 

 

 

 

4,462,026

 

 

 

 

4,275,458

 

 

 

 

13,108,605

 

 

 

 

12,530,653

 

Income Before Income Taxes

 

 

 

 

2,607,690

 

 

 

 

2,819,651

 

 

 

 

7,747,497

 

 

 

 

8,304,077

 

Provision for Income Taxes

 

 

 

 

588,174

 

 

 

 

668,466

 

 

 

 

1,796,400

 

 

 

 

1,657,031

 

Net Income

 

 

 

$

2,019,516

 

 

 

$

2,151,185

 

 

 

$

5,951,097

 

 

 

$

6,647,046

 

Basic Earnings per Share

 

 

 

$

0.34

 

 

 

$

0.37

 

 

 

$

1.01

 

 

 

$

1.12

 

Diluted Earnings per Share

 

 

 

$

0.34

 

 

 

$

0.36

 

 

 

$

1.01

 

 

 

$

1.12

 

Dividends per Share

 

 

 

$

0.25

 

 

 

$

0.25

 

 

 

$

0.75

 

 

 

$

0.75

 

 

The accompanying notes are an integral part of these consolidated financial statements.

3

 


CONSOLIDATED STATEMENTS OF CASH FLOWS

IBT BANCORP, INC.  AND SUBSIDIARY

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

2007

 

 

 

2006

 

 

 

 

 

 

 

(unaudited)

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

$

5,951,097

 

 

 

$

6,647,046

 

 

 

Adjustments to reconcile net cash from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

540,000

 

 

 

 

612,000

 

 

 

Increase in cash surrender value of insurance

 

 

 

 

(357,617

)

 

 

 

(333,205

)

 

 

Net accretion/amortization of premiums and discounts

 

 

 

 

(103,015

)

 

 

 

313,781

 

 

 

Investment security losses (gains)

 

 

 

 

40,691

 

 

 

 

(776,793

)

 

 

Provision for loan losses

 

 

 

 

750,000

 

 

 

 

1,200,000

 

 

 

Stock options granted

 

 

 

 

52,697

 

 

 

 

39,808

 

 

 

Increase (decrease) in cash due to changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

46,164

 

 

 

 

(368,636

)

 

 

Accrued interest and other liabilities

 

 

 

 

(235,451

)

 

 

 

912,962

 

 

 

Net Cash From Operating Activities

 

 

 

 

6,684,566

 

 

 

 

8,246,963

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of certificates of deposit

 

 

 

 

(100,000

)

 

 

 

(100,000

)

 

 

Proceeds from maturity of certificates of deposit

 

 

 

 

100,000

 

 

 

 

100,000

 

 

 

Proceeds from sales of securities available for sale

 

 

 

 

5,632,265

 

 

 

 

22,714,264

 

 

 

Proceeds from maturities of securities available for sale

 

 

 

 

24,466,591

 

 

 

 

14,999,214

 

 

 

Purchase of securities available for sale

 

 

 

 

(48,530,880

)

 

 

 

(47,715,554

)

 

 

Net increase in loans

 

 

 

 

(14,312,080

)

 

 

 

(23,336,684

)

 

 

Purchases of premises and equipment

 

 

 

 

(470,152

)

 

 

 

(369,136

)

 

 

Proceeds from sales of Federal Home Loan Bank stock

 

 

 

 

3,700,200

 

 

 

 

4,755,300

 

 

 

Purchase of Federal Home Loan Bank stock

 

 

 

 

(3,631,700

)

 

 

 

(4,517,100

)

 

 

Net Cash Used By Investing Activities

 

 

 

 

(33,145,756

)

 

 

 

(33,469,696

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in deposits

 

 

 

 

8,036,335

 

 

 

 

28,233,579

 

 

 

Net increase in securities sold under repurchase agreements

 

 

 

 

30,411,046

 

 

 

 

20,486,009

 

 

 

Dividends paid

 

 

 

 

(4,404,626

)

 

 

 

(4,425,730

)

 

 

Proceeds from FHLB advances

 

 

 

 

321,272,600

 

 

 

 

12,000,000

 

 

 

Repayment of FHLB advances

 

 

 

 

(326,926,289

)

 

 

 

(10,741,603

)

 

 

Federal funds purchased

 

 

 

 

-

 

 

 

 

(12,468,000

)

 

 

Exercised stock options

 

 

 

 

(28,135

)

 

 

 

(97,434

)

 

 

Purchase of treasury stock

 

 

 

 

(565,973

)

 

 

 

(640,150

)

 

 

Sale of treasury stock

 

 

 

 

-

 

 

 

 

95,624

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash From Financing Activities

 

 

 

 

27,794,958

 

 

 

 

32,442,295

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change in Cash and Cash Equivalents

 

 

 

 

1,333,768

 

 

 

 

7,219,562

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at Beginning of Period

 

 

 

 

19,954,648

 

 

 

 

15,499,940

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at End of Period

 

 

 

$

21,288,416

 

 

 

$

22,719,502

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

IBT BANCORP, INC.  AND SUBSIDIARY

 

Period Ended September 30, 2007

 

NOTE A – BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ended December 31, 2007 or any future interim period. The interim financial statements should be read in conjunction with the financial statements and footnotes thereto included in the IBT Bancorp, Inc. and subsidiary Annual Report on Form 10-K for the year ended December 31, 2006.

 

NOTE B – EARNINGS PER SHARE

 

Earnings per share are calculated on the basis of the weighted average number of shares outstanding. The weighted average shares outstanding were 5,858,265 and 5,873,975 for the three and nine months ended September 30, 2007 and 5,885,132 and 5,900,132 for the three and nine months ended September 30, 2006. The outstanding shares for the three and nine months ended September 30, 2006 have been restated for the 100% stock dividend paid on November 16, 2006.

 

NOTE C – COMPREHENSIVE INCOME

 

Total comprehensive income for the three months ended September 30, 2007 and 2006 was $3,905,416 and $4,388,272, respectively and for the nine months ended September 30, 2007 and 2006 was $5,250,476 and $6,465,424, respectively.

 

NOTE D – INVESTMENT SECURITIES

 

Investment securities available for sale consist of the following:

 

 

 

 

 

 

September 30, 2007

 

 

 

 

 


Amortized
Cost

 

 

 

Gross
Unrealized
Gains

 

 

 

Gross
Unrealized
Losses

 

 

 


Market
Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligations of U.S. Government Agencies

 

 

 

$

104,149,333

 

 

 

$

632,989

 

 

 

$

(633,277

)

 

 

$

104,149,045

 

Obligations of State and political sub-divisions

 

 

 

 

62,812,857

 

 

 

 

857,036

 

 

 

 

(492,118

)

 

 

 

63,177,775

 

Mortgage-backed securities

 

 

 

 

72,600,914

 

 

 

 

12,481

 

 

 

 

(1,506,493

)

 

 

 

71,106,902

 

Other securities

 

 

 

 

47,358

 

 

 

 

-

 

 

 

 

(2

)

 

 

 

47,356

 

Equity securities

 

 

 

 

250,220

 

 

 

 

1,474

 

 

 

 

(39,517

)

 

 

 

212,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

239,860,682

 

 

 

$

1,503,980

 

 

 

$

(2,671,407

)

 

 

$

238,693,255

 

 

 

5

 


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

IBT BANCORP, INC.  AND SUBSIDIARY

 

Period Ended September 30, 2007

 

NOTE E – RECENT ACCOUNTING PRONOUNCEMENTS

 

In February 2007, the FASB issued Statement No. 159 the Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB 115. FASB No. 159 permits entities to choose to measure certain financial instruments at fair value. It was developed to improve financial reporting by reducing the volatility pertaining to the measurement of assets and liabilities without having to apply complex hedge accounting guidance. This statement is expected to expand the use of fair value measurement, which is consistent with FASB’s long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FAS No. 157, Fair Value Measurements. The Company is evaluating the effects of this statement on its financial statements and has not elected to adopt early.

 

 

 

6

 


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which include changes in interest rates, risks associated with the effect of opening new branches, the ability to control costs and expenses, and general economic conditions. IBT Bancorp, Inc. undertakes no obligation to update those forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

GENERAL

 

IBT Bancorp, Inc. is a bank holding company headquartered in Irwin, Pennsylvania, which provides a full range of commercial and retail banking services through its wholly owned banking subsidiary, Irwin Bank (collectively, the “Company”). In the fall of 2006, the Company began a branding and market research initiative. As a result of this on-going endeavor, in February 2007, the Company developed a new logo for its banking subsidiary and shortened its name to “Irwin Bank”. The Company’s stock is traded on the American Stock Exchange under the symbol IRW. All historical per share amounts have been restated for the 100% stock dividend paid on November 16, 2006.

 

FINANCIAL CONDITION

 

At September 30, 2007 total assets increased $32.8 million to $773.8 million from $741.0 million at December 31, 2006. The asset growth was primarily due to increases in securities available for sale of $17.5 million and in net loans of $13.0 million.

 

At September 30, 2007, securities available for sale increased $17.5 million to $238.7 million from $221.2 million at December 31, 2006. This change was primarily due to increases in U.S. government agencies of $8.8 million and mortgage-backed securities of $10.1 million offset by net a decrease of $1.4 million in obligations of state and political sub-divisions. The Company evaluates the available-for-sale investment portfolio on an on-going basis to maximize yield, within board-approved risk thresholds, making purchasing and selling decisions accordingly.

 

Net loans at September 30, 2007 reached $480.7 million, a $13.0 million increase over the reported total of $467.7 million at December 31, 2006. Loan growth was concentrated in real estate secured mortgage and commercial loans, which increased $11.2 million and consumer installment loans, which increased $1.6 million. These increases were partially offset by decreases in consumer lines of credit and municipal loans of $1.2 million and $1.8 million, respectively. In June 2007, approximately $3.0 million in real estate secured commercial mortgages, previously included in non-performing accruing loans contractually past due 90 days or more, were transferred to non accrual status. The Company believes that these loans are sufficiently collateralized and does not anticipate any future losses.

 

 

7

 


At September 30, 2007, total liabilities increased $32.5 million to $710.9 million from $678.4 million at December 31, 2006. The changes in total liabilities were primarily due to increases in total deposits and repurchase agreements of $8.0 million and $30.4 million, respectively, offset by a $5.6 million decrease in FHLB advances.

 

Repurchase agreements increased $30.4 million to $57.8 million at September 30, 2007, from $27.4 million at December 31, 2006 as a result of an increase in customers with sweep arrangements as well as existing customers maintaining higher balances. The Company offers its corporate customers sweep accounts where unused deposit balances are swept into an overnight repurchase agreement yielding market rates.

 

FHLB advance totals dropped $5.6 million to $66.8 million at September 30, 2007, from $72.4 million at December 31, 2006. The decrease is due to the contractual maturity of $10.0 million in advances and principal payments on amortizing advances of $1.2 million. These decreases were offset by an increase of $5.6 million in the Company’s open line of credit, which is primarily used to meet daily liquidity needs.

 

Non-interest bearing deposit accounts decreased $1.3 million to $84.3 million at September 30, 2007, from $85.6 million at December 31, 2006. This change is attributed to normal fluctuations, which arise due to the timing of month-end pension and social security deposits.

 

Interest-bearing deposits increased $9.3 million to $496.2 million at September 30, 2007, from $486.9 million at December 31, 2006. The change was primarily due to increases in certificates of deposits and money market accounts of $9.0 million and $5.8 million, respectively. Offsetting the increases were decreases in savings and interest-bearing checking accounts of $3.6 million and $1.9 million, respectively. The competitive market rates paid on the certificate of deposit and money market accounts have contributed to the growth in these accounts.

 

At September 30, 2007, total stockholders’ equity increased $304,000 to $62.9 million from $62.6 million at December 31, 2006. The change was primarily due to net income of $6.0 million partially offset by an increase in accumulated other comprehensive loss (net of deferred income taxes) of $701,000, dividends paid of $4.4 million, and treasury stock purchased of $566,000. Accumulated other comprehensive loss increased as a result of changes in the net unrealized gains/losses on securities available for sale. Because of the effect of interest rate volatility on unrealized gains/losses on securities available for sale, the Company’s accumulated other comprehensive income could materially fluctuate for each interim period and year-end. See Note D to the consolidated financial statements.

 

RESULTS OF OPERATIONS

 

Net income. Net income for the three months ended September 30, 2007 decreased $131,000 to $2,020,000, or $.34 diluted earnings per share from $2,151,000, or $.36 diluted earnings per share, for the comparable three-month period in 2006. Net income for the nine months ended September 30, 2007 decreased $696,000 to $5,951,000 or $1.01 diluted earnings per share from $6,647,000, or $1.12 diluted earnings per share, for the comparable nine month period in 2006. The decrease for the three and nine months ended September 30, 2007 was primarily the result of a decrease in other income due mainly to a decrease in investment security gains, and an increase in other expense, which offset an improvement in net interest income.

 

8

 


 

Net interest income. Net interest income increased $91,000 to $5,596,000 for the three months ended September 30, 2007 compared to $5,505,000 for the three months ended September 30, 2006. Interest income increased 8.9% over the comparable 2006 quarter but was substantially offset by an increase in interest expense of 17.2%. This was due to rates paid for deposits increasing at a faster rate than rates charged for loans. As a result, the Company’s net interest spread tightened to 2.56% from 2.71% in the prior year period and its net interest margin narrowed to 3.11% from 3.24%. Net interest income increased $193,000 to $16,585,000 for the nine months ended September 30, 2007 compared to $16,392,000 for the nine months ended September 30, 2006. Despite the net interest income increase, the net interest spread narrowed to 2.56% from 2.76% for the comparable period in 2006 and the net interest margin tightened to 3.12% from 3.27%. The compression of the spread and margin reflect the current relatively flat yield curve environment in which short-term rates (off which we price our deposits) are the same as or slightly lower than long-term rates (off which we price our loans.)

 

Interest income. Interest income for the three months ended September 30, 2007 increased $924,000 to $11,283,000 from $10,359,000 for the comparable three-month period in 2006. The average balance of interest earning assets increased $39.7 million for the three months ended September 30, 2007, to $718.6 million from $678.9 million for the comparable period in 2006. The yield on these assets increased 18 basis points to 6.28%, for the three months ended September 30, 2007 from 6.10% for the comparable period in 2006. Interest income for the nine months ended September 30, 2007 increased $3,230,000 to $32,879,000 from $29,649,000 for the comparable nine month period in 2006. This change was supported by a $40.2 million increase in the average balance of interest earning assets and a 27 basis point increase in the yield, which reached 6.19% from 5.92% for the comparable period in 2006. See “Average Balance Sheet and Rate/Volume Analysis”.

 

Interest expense. Interest expense for the three months ended September 30, 2007 increased $834,000 to $5,687,000 from $4,853,000 for the comparable period in 2006. The change in interest expense was primarily attributed to the average cost of funds increasing 33 basis points to 3.72% for the three months ended September 30, 2007 from 3.39% for the comparable period in 2006, coupled with an increase of $39.2 million in the average balance of interest-bearing liabilities to $611.1 million from $571.9 million for the comparable period in 2006. Interest expense for the nine months ended September 30, 2007 increased $3,036,000 to $16,293,000 from $13,257,000 for the comparable period in 2006. This change was primarily the result of a 47 basis point increase in the average cost of funds to 3.63% from 3.16% for the comparable period in 2006 and a $38.1 million increase in the average balance of interest-bearing liabilities. See “Average Balance Sheet and Rate/Volume Analysis”.

 

 

9

 


Average Balance Sheet

 

The following table sets forth certain information relating to the Company for the periods indicated. The average yields and costs are derived by dividing income or expense on an annualized basis by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from average daily balances.

 

 

 

 

 

Three Months Ended September 30,

 

 

 

Three Months Ended September 30,

 

 

 

 

 

2007

 

 

 

2006

 

 

 

 

 

Average
Balance

 


Interest

 

Average
Yield/Cost

 

 

 

Average
Balance

 


Interest

 

Average
Yield/Cost

 

 

 

 

 

(Dollars In Thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable(1)

 

 

 

$

481,917

 

$

8,328

 

6.91

%

 

 

$

466,203

 

$

7,889

 

6.77

%

Investment securities available for sale (2)

 

 

 

 

236,460

 

 

2,952

 

4.99

%

 

 

 

212,563

 

 

2,467

 

4.64

%

Federal funds sold

 

 

 

 

195

 

 

3

 

6.15

%

 

 

 

100

 

 

2

 

8.57

%

Total interest-earning assets

 

 

 

 

718,572

 

 

11,283

 

6.28

%

 

 

 

678,866

 

 

10,358

 

6.10

%

Non-interest-earning assets (3)

 

 

 

 

42,019

 

 

 

 

 

 

 

 

 

40,373

 

 

 

 

 

 

Total assets

 

 

 

$

760,591

 

 

 

 

 

 

 

 

$

719,239

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market accounts

 

 

 

$

60,567

 

$

470

 

3.11

%

 

 

$

50,183

 

$

342

 

2.73

%

Certificates of Deposit

 

 

 

 

305,343

 

 

3,622

 

4.76

%

 

 

 

277,488

 

 

2,998

 

4.32

%

Other liabilities (4)

 

 

 

 

245,151

 

 

1,595

 

2.60

%

 

 

 

244,230

 

 

1,513

 

2.48

%

Total interest-bearing liabilities

 

 

 

 

611,061

 

 

5,687

 

3.72

%

 

 

 

571,901

 

 

4,853

 

3.39

%

Non-interest-bearing liabilities (3)

 

 

 

 

89,288

 

 

 

 

 

 

 

 

 

87,760

 

 

 

 

 

 

Total liabilities

 

 

 

 

700,349

 

 

 

 

 

 

 

 

 

659,661

 

 

 

 

 

 

Stockholders’ equity (5)

 

 

 

 

60,242

 

 

 

 

 

 

 

 

 

59,578

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

 

 

$

760,591

 

 

 

 

 

 

 

 

$

719,239

 

 

 

 

 

 

Net interest income

 

 

 

 

 

 

$

5,596

 

 

 

 

 

 

 

 

$

5,505

 

 

 

Interest rate spread (6)

 

 

 

 

 

 

 

 

 

2.56

%

 

 

 

 

 

 

 

 

2.71

%

Net interest margin (7)

 

 

 

 

 

 

 

 

 

3.11

%

 

 

 

 

 

 

 

 

3.24

%

Ratio of average interest-earning assets to average interest-bearing liabilities

 

 

 

 

 

 

 

 

 

117.59

%

 

 

 

 

 

 

 

 

118.70

%

 

(1)

Average balances include non-accrual loans, and are net of deferred loan fees.

(2)

Includes investment securities, interest-bearing deposits in other financial institutions and FHLB stock.

(3)

Includes net deferred income taxes in excess of deferred tax benefits on AFS securities (SFAS 115), stock options (SFAS 123/148) and deferred fees (SFAS 109).

(4)

Includes other interest bearing checking accounts, FHLB advances and Federal funds purchased, and repurchase agreements.

(5)

Includes capital stock, surplus and unrealized holding gains on SFAS 115 AFS securities.

(6)

Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(7)

Net interest margin represents net interest income as a percentage of average interest earning assets.

 

 

10

 


Average Balance Sheet

 

The following table sets forth certain information relating to the Company for the periods indicated. The average yields and costs are derived by dividing income or expense on an annualized basis by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from average daily balances.

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

2007

 

 

 

2006

 

 

 

 

 

Average
Balance

 


Interest

 

Average
Yield/Cost

 

 

 

Average
Balance

 


Interest

 

Average
Yield/Cost

 

 

 

 

 

(Dollars In Thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable (1)

 

 

 

$

476,334

 

$

24,404

 

6.83

%

 

 

$

458,683

 

$

22,596

 

6.57

%

Investment securities (2)

 

 

 

 

231,543

 

 

8,464

 

4.87

%

 

 

 

208,348

 

 

7,021

 

4.49

%

Federal funds sold

 

 

 

 

215

 

 

10

 

6.20

%

 

 

 

852

 

 

32

 

4.97

%

Total interest-earning assets

 

 

 

 

708,092

 

 

32,878

 

6.19

%

 

 

 

667,883

 

 

29,649

 

5.92

%

Non-interest-earning assets (3)

 

 

 

 

41,096

 

 

 

 

 

 

 

 

 

39,445

 

 

 

 

 

 

Total assets

 

 

 

$

749,188

 

 

 

 

 

 

 

 

$

707,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market accounts

 

 

 

$

59,057

 

$

1,350

 

3.05

%

 

 

$

52,730

 

$

951

 

2.40

%

Certificates of Deposit

 

 

 

 

303,789

 

 

10,625

 

4.66

%

 

 

 

265,666

 

 

8,015

 

4.02

%

Other liabilities (4)

 

 

 

 

235,825

 

 

4,318

 

2.44

%

 

 

 

242,153

 

 

4,291

 

2.36

%

Total interest-bearing liabilities

 

 

 

 

598,671

 

 

16,293

 

3.63

%

 

 

 

560,549

 

 

13,257

 

3.16

%

Non-interest-bearing liabilities (3)

 

 

 

 

89,363

 

 

 

 

 

 

 

 

 

86,206

 

 

 

 

 

 

Total liabilities

 

 

 

 

688,034

 

 

 

 

 

 

 

 

 

646,755

 

 

 

 

 

 

Stockholders’ equity (5)

 

 

 

 

61,154

 

 

 

 

 

 

 

 

 

60,573

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

 

 

$

749,188

 

 

 

 

 

 

 

 

$

707,328

 

 

 

 

 

 

Net interest income

 

 

 

 

 

 

$

16,585

 

 

 

 

 

 

 

 

$

16,392

 

 

 

Interest rate spread (6)

 

 

 

 

 

 

 

 

 

2.56

%

 

 

 

 

 

 

 

 

2.76

%

Net interest margin (7)

 

 

 

 

 

 

 

 

 

3.12

%

 

 

 

 

 

 

 

 

3.27

%

Ratio of average interest-earning assets to average interest-bearing liabilities

 

 

 

 

 

 

 

 

 

118.28

%

 

 

 

 

 

 

 

 

119.15

%

 

(1)

Average balances include non-accrual loans, and are net of deferred loan fees.

(2)

Includes investment securities, interest-bearing deposits in other financial institutions and FHLB stock.

(3)

Includes net deferred income taxes in excess of deferred tax benefits on AFS securities (SFAS 115), stock options (SFAS 123/148) and deferred fees (SFAS 109).

(4)

Includes other interest bearing checking accounts, FHLB advances and Federal funds purchased, and repurchase agreements.

(5)

Includes capital stock, surplus and unrealized holding gains on SFAS 115 AFS securities.

(6)

Interest-rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

(7)

Net interest margin represents net interest income as a percentage of average interest earning assets.

 

 

11

 


Rate / Volume Analysis

 

The following table shows the effect of changes in volumes and rates on interest income and interest expense. The changes in interest income and interest expense attributable to changes in both volume and rate have been allocated to the changes due to rate. Tax exempt income was not recalculated on a tax equivalent basis due to the immateriality of the change to the table resulting from a recalculation.

 

 

 

 

 

 

Three Month Period Ended September 30,

 

 

 

Nine  Month  Period  Ended  September  30,

 

 

 

 

 

2007 vs. 2006

 

 

 

2007  vs. 2006

 

 

 

 

 

Increase (Decrease)

 

 

 

Increase  (Decrease)

 

 

 

 

 

Due to

 

 

 

Due  to

 

 

 

 

 

Volume

 

Rate

 

Net

 

 

 

Volume

 

Rate

 

Net

 

 

 

 

 

(Dollars In Thousands)

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable

 

 

 

$

266

 

$

173

 

$

439

 

 

 

$

870

 

$

938

 

$

1,808

 

Investment securities available for sale

 

 

 

 

277

 

 

208

 

 

485

 

 

 

 

781

 

 

662

 

 

1,443

 

Other interest earning assets

 

 

 

 

2

 

 

(1

)

 

1

 

 

 

 

(23

)

 

1

 

 

(22

)

Total interest-earning assets

 

 

 

 

545

 

 

380

 

 

925

 

 

 

 

1,628

 

 

1,601

 

 

3,229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market accounts

 

 

 

 

71

 

 

57

 

 

128

 

 

 

 

114

 

 

285

 

 

399

 

Certificates of deposit

 

 

 

 

301

 

 

323

 

 

624

 

 

 

 

1,150

 

 

1,460

 

 

2,610

 

Other liabilities

 

 

 

 

5

 

 

77

 

 

82

 

 

 

 

(112

)

 

139

 

 

27

 

Total interest-bearing liabilities

 

 

 

 

377

 

 

457

 

 

834

 

 

 

 

1,152

 

 

1,884

 

 

3,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in net interest income

 

 

 

$

168

 

$

(77

)

$

91

 

 

 

$

476

 

$

(283

)

$

193

 

 

Provision for loan losses. For the three and nine months ended September 30, 2007, $250,000 and $750,000 were taken as a provision for loan losses compared to $350,000 and $1,200,000 for the comparable periods in 2006. At September 30, 2007, the allowance for loan losses equaled 1.11% of gross loans outstanding compared to .97% at September 30, 2006. Net charge-offs as a percentage of average loans for the three and nine month period ended September 30, 2007 were .02% and .04%, respectively, compared to .05% and .03% for the comparable periods in 2006.

 

The provision for loan losses is charged to operations to bring the total allowance for loan losses to a level that represents management’s best estimate of the losses inherent in the portfolio, based on a monthly review by management of the following factors:

 

 

Historical experience

 

Volume

 

Type of lending conducted by the Bank

 

Industry standards

 

The level and status of past due and non-performing loans

 

The general economic conditions in the Bank’s lending area; and

 

Other factors affecting the collectability of the loans in the portfolio

 

12

 


Large groups of homogeneous loans, such as residential real estate, small commercial real estate loans and home equity and consumer loans are evaluated in the aggregate using historical loss factors and other data. The amount of loss reserve is calculated using historical loss rates, net of recoveries on a five year rolling weighted average, adjusted for environmental, and other qualitative factors such as industry, geographical, economic and political factors that can effect loss rates or loss measurements. Watch and classified loans are allocated additional reserves.

 

Large balance and/or more complex loans such as multi-family and commercial real estate loans may be evaluated on an individual basis and are also evaluated in the aggregate to determine adequate reserves. As specific loans are determined to be impaired, specific reserves are assigned based upon collateral value, market value, if determinable, or the present value of the estimated future cash flows of the loan.

 

The allowance is increased by a provision for loan loss which is charged to expense, and reduced by charge-offs, net of recoveries. Loans are placed on non-accrual status when they are 90 days past due.

 

The allowance for loan losses is maintained at a level that represents management’s best estimate of losses in the portfolio at the balance sheet date. However, there can be no assurance that the allowance for losses will be adequate to cover losses which may be realized in the future and that additional provisions for losses will not be required.

 

Other income. Total other income for the three months ended September 30, 2007 decreased $216,000 to $1,724,000 from $1,940,000 for the comparable three-month period in 2006. The decrease in other income for the three months ended September 30, 2007 was primarily due to a decrease in net investment security gains of $254,000. This decrease was partially offset by increases in debit card and trust fees of $30,000 and $25,000, respectively. Total other income for the nine months ended September 30, 2007 decreased $622,000 to $5,021,000 from $5,643,000 for the comparable nine-month period in 2006. This change was primarily due to a decrease in net investment security gains of $817,000 offset by increases in debit card and trust fees of $76,000 and $81,000, respectively. Income from debit card fees rose due to a growing deposit base and increased transactions from the comparable periods in 2006. Growth in the Trust Department’s assets under management contributed to the increase in fees collected from the comparable periods in 2006.

 

Other expenses. Total other expense for the three-month period ended September 30, 2007 increased $187,000 to $4,462,000 from $4,275,000 for the comparable three-month period in 2006. Increases in other expenses and pension and other employee benefits of $136,000 and $54,000, respectively, were partially offset by a decrease in data processing costs of $38,000. Total other expense for the nine-month period ended September 30, 2007 increased $578,000 to $13,109,000 from $12,531,000 for the comparable nine-month period in 2006. Increases in pension and other employee benefits, other expenses, and advertising of $238,000, $198,000, and $125,000, respectively, were offset by a decrease in data processing costs of $68,000. Increases, for the three and nine month period ended September 30, 2007, in employee benefits are related to a rise in health care costs while other expenses rose due primarily to increases in losses due to check fraud, legal fees related to loan collection, and various services the Company subscribes to with third party vendors. Advertising costs, for the nine months ended September 30, 2007, increased due to expenses related to the Company’s new logo and marketing campaign. A decrease in data processing costs is attributed to a new contract the Company signed with its core data processor.

 

13

 


Provision for income taxes. Income taxes, for the three months ended September 30, 2007, decreased $80,000 to $588,000 from $668,000 for the comparable period in 2006. The effective tax rate decreased to 22.6% for the three month period ended September 30, 2007, compared to 23.7% for the comparable period in 2006. Income taxes for the nine months ended September 30, 2007, increased $139,000 to $1,796,000 from $1,657,000 for the comparable period in 2006. The effective tax rate increased to 23.1% for the nine month period ended September 30, 2007, compared to 20.0% for the comparable period in 2006. The increase is primarily related to securities written down in December 2004 and sold in 2006. The gain realized in 2006 was not subject to federal taxation.

 

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

There were no significant changes for the three and nine months ended September 30, 2007 from the information presented in the Annual Report on Form 10K, under the caption Market Risk, for the year ended December 31, 2006.

 

Item 4.

CONTROLS AND PROCEDURES

 

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

14

 


PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

The Registrant is not party to any material legal proceedings at the present time. From time to time, the Bank is a party to routine legal proceedings within the normal course of business wherein it enforces its security interest in loans made by it, and other matters of a like kind.

 

Item 1A.

Risk Factors

 

There have been no material changes from the risk factors as previously disclosed in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

(a)

Unregistered Sales of Equity Securities. Not Applicable

 

(b)

Use of Proceeds. Not Applicable

 

(c)

Issuer Purchases of Equity Securities.

 

 

 

 

 

 

Period

 

 

 

(a) Total

Number

Of Shares (or

Units) Purchased

 

 

 

(b)

Average Price

Paid per Share

(or Unit)

 

(c) Total Number

Of Shares (or Units)

Purchased as Part

Of Publicly

Announced Plans

or Programs*

 

(d) Maximum Number

(or Approximate Dollar

Value) of Shares (or

Units) that May Yet Be

Purchased Under the

Plans or Programs

 

July 1 through 31

 

 

 

27,716

 

 

$18.98

 

 

111,795

 

 

39,305

 

August 1 through 31

 

 

 

400

 

 

$17.95

 

 

112,195

 

 

38,905

 

September 1 through 30

 

 

 

--

 

 

--

 

 

--

 

 

--

 

Total

 

 

 

28,116

 

 

$18.97

 

 

112,195

 

 

38,905

 

*

On November 18, 1999, the Registrant announced a stock repurchase plan for up to 151,100 shares.

 

 

15

 


Item 3.

Defaults Upon Senior Securities

 

Not applicable.

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

Not applicable.

 

Item 5.

Other Information

 

Not applicable

 

16

 


Item 6.

Exhibits

 

The following exhibits are either filed with or incorporated by reference in this Quarterly Report on Form 10-Q:

 

 

3(i)

Articles of Incorporation of IBT Bancorp, Inc.*

 

3(ii)

Amended Bylaws of IBT Bancorp, Inc.

 

4

Rights Agreement, dated as of November 18, 2003, by and between IBT Bancorp, Inc. and Registrar and Transfer Company, as Rights Agent.**

 

10

Change In Control Severance Agreement with Charles G. Urtin ***

 

10.1

Deferred Compensation Plan For Bank Directors***

10.2

Death Benefit Only Deferred Compensation Plan For Bank Directors effective as of January 1, 1990***

10.3

Retirement and Death Benefit Deferred Compensation Plan For Bank Directors effective as of January 1, 1990***

10.4

2000 Stock Option Plan****

10.5

Irwin Bank & Trust Company Supplemental Pension Plan *****

10.6

Medical Insurance Continuation Agreement with Charles G. Urtin ******

10.7

Directors Change in Control Severance Plan *******

31.1

Rule 13a-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a) Certification of Chief Financial Officer

32

Section 1350 Certification

 

 

 

*

Incorporated by reference to the identically numbered exhibits of the Registrant’s Form 10 (File No. 0-25903) filed April 29, 1999.

**

Incorporated by reference to Exhibit 4 to Amendment No. 1 to Form 8-A (File No. 1-31655) filed November 20, 2003.

***

Incorporated by reference to the identically numbered exhibits of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.

****

Incorporated by reference to Exhibit 4.1 the Registrant’s Registration Statement on Form S-8 (File No. 333-40398) filed September 29, 2000.

*****

Incorporated by reference to identically numbered exhibit to Registrant’s Annual Report on Form 10-K for fiscal year ended December 31, 2004.

******

Incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed March 6, 2006.

*******

Incorporated by reference to the identically numbered exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.

 

 

17

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

IBT BANCORP, INC.

 

 

Date:  November 5, 2007

 

 

 

By:

 

 

/s/ Charles G. Urtin

 

 

 

Charles G. Urtin

President, Chief Executive Officer

(Duly authorized officer)

 

 

Date:  November 5, 2007

 

 

 

By:

 

 

/s/ Raymond G. Suchta

 

 

 

Raymond G. Suchta

Chief Financial Officer

(Principal Financial Officer)

 

 

18